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Stock Compensation Plans
9 Months Ended
Sep. 30, 2022
Share-Based Payment Arrangement [Abstract]  
Share-Based Payment Arrangement [Text Block]

Note 10. Stock Compensation Plans

 

The board of directors and shareholders adopted the Tectonic Financial, Inc. 2017 Equity Incentive Plan (“Plan”) in May 2017 in connection with the Company’s acquisition of TBI. The Plan was amended and restated by the Company and its shareholders effective March 27, 2019 in connection with the Company’s initial public offering. The Plan is administered by the Compensation Committee of the Company’s board of directors and authorizes the granting of stock options, stock appreciation rights, restricted stock and restricted stock units to employees, directors and consultants in order to promote the success of the Company’s business. Incentive stock options may be granted only to employees of the Company, or a parent or subsidiary of the Company. The Company reserved 750,000 authorized shares of common stock for the Plan. The term of each stock option is no longer than 10 years from the date of the grant.

 

The Company accounts for stock-based employee compensation plans using the fair value-based method of accounting. The fair value of each stock option award is estimated on the date of grant by a third party using a closed form option valuation (Black-Scholes) model. The fair value of each grant award was estimated on the date of grant by a third party using the market approach based on the application of latest 12-month Company metrics to guideline public company multiples.

 

On September 27, 2021, 40,000 shares of restricted stock of the Company with an exercise price of $10.00 per share and an intrinsic value of $6.92 per share were granted with a contract life through December 31, 2021. Sanders Morris issued a full recourse secured promissory note at the time of the grant. These shares of restricted stock vested immediately, and were exercised on October 29, 2021, with the grantees utilizing the proceeds of the promissory note from Sanders Morris to fund the exercise price. This note receivable is recognized within a contra-equity account, with payments by the grantees reducing this balance as they occur. As of September 30, 2022 and December 31, 2021, the note receivable balance was $300,000 and $400,000, respectively. The shares are subject to a right of repurchase by the Company under certain circumstances through December 31, 2023.

 

There were no stock options granted, vested, or forfeited during the three and nine months ended September 30, 2022 and 2021. During the three and nine months ended September 30, 2022, options on 12,500 and 22,500 shares of the Company’s common stock, respectively, were exercised at $4.30 per share. There were no options exercised during the three and nine months ended September 30, 2021.

 

The number of options outstanding as of September 30, 2022 and December 31, 2021 was 167,500 and 190,000, respectively, and the weighted average exercise price as of September 30, 2022 and December 31, 2021 was $5.51 and $5.37, respectively. The weighted average contractual life as of September 30, 2022 and December 31, 2021 was 4.87 years and 5.62 years, respectively. Stock options outstanding at the end of the period had immaterial aggregate intrinsic values. The weighted-average grant date fair value of the options as of September 30, 2022 and December 31, 2021 was $1.98 and $1.94, respectively.

 

As of September 30, 2022, all 167,500 stock options outstanding were vested, and unrecognized compensation cost totaled $102,000, all of which was related to the right of repurchase period for the 40,000 shares of restricted stock issued and exercised in 2021. The Company recorded compensation expense on a straight-line basis over the vesting periods, and for the 40,000 shares of restricted stock granted September 27, 2021, over the right of repurchase period. The Company recorded salaries and employee benefits expense on our consolidated statements of income in connection with the Plan of approximately $20,000 and $58,000 for the three and nine months ended September 30, 2022 and $2,000 and $26,000 for the three and nine months ended September 30, 2021, respectively, related to the stock options.

 

The Company granted restricted stock awards totaling 210,000 shares of common stock on September 30, 2020. The vesting schedules vary by award, with all of the awards vesting over a three-year period from 2023 through 2025.

 

As of September 30, 2022, 180,000 awarded shares of restricted stock were outstanding, and the grant date fair value was $4.81. None of the restricted stock awards were vested as of September 30, 2022 and December 31, 2021. During the three months ended September 30, 2022, 30,000 restricted stock awards were forfeited, with a grant date fair value of $4.81. The weighted average contractual life as of September 30, 2022 and December 31, 2021 was 1.71 years and 2.46 years, respectively. The Company is recording compensation expense on a straight-line basis over the respective vesting periods. There was a $78,000 reversal in compensation expense for the three months ended September 30, 2022, which was related to the forfeiture of 30,000 unvested restricted stock awards, offsetting expense recognized of $71,000, resulting in a net credit of $7,000 for the three months ended September 30, 2022. The Company recorded salaries and employee benefits expense on our consolidated statements of income in connection with the Plan of approximately $132,000 for the nine months ended September 30, 2022. For the three and nine months ended September 30, 2021, the Company recorded $71,000 and $211,000, respectively, related to the restricted stock awards. As of September 30, 2022, there was $380,000 of unrecognized compensation cost related to the restricted stock awards.